Terms and Conditions

1. Introduction to these Terms and Conditions

These Terms and Conditions form part of the Agreement between INTERACTIVE 3G and the Customer for the provision by INTERACTIVE 3G the Services to the Customer.

The Agreement sets forth the terms and conditions governing the provision of Services by INTERACTIVE 3G and the use of the Services by the Customer. In the event of any discrepancy between the terms of the various documents comprising the Agreement, the order of priority, from highest to lowest, shall be as follows:

• • The Particular Conditions.
  • The Service Annexes, with priority being given to the most recent in the event that there are several for the same Service.
  • The present Terms and Conditions.
  • The other documents that may have been added, the most recent having priority in case of discrepancy between them.

In case of conflict between the Data Processing and Security Agreement and any other part of the Agreement with the Customer, the Data Processing and Security Agreement shall take precedence for the purposes of the processing by INTERACTIVE 3G of Personal Data on behalf of the Customer.

2. Subject Matter of the Agreement

INTERACTIVE 3G grants the Customer, subject to the terms of the Agreement and payment of the agreed price, a limited, non-exclusive, non-transferable and revocable right to use and access the Services requested for communications with End Users. The Customer will always have access to the most current version of the Services offered by INTERACTIVE 3G.

The Customer shall use the Services solely for its own benefit, under its own name and at its own expense. Customer agrees that it is legally bound by the terms of this Agreement.

Customer is responsible for obtaining all infrastructure and equipment necessary to access and use the Services, including hardware and Internet access, at Customer’s own risk.

If Customer requires third party Products to use the Services, then Customer is responsible for executing any essential agreements related to these third party Products. In addition, the Customer is solely responsible for the use of such products.

Any obligation of INTERACTIVE 3G under these Terms and Conditions to comply or ensure compliance by any person or by the Services with any regulations is limited to compliance only with laws generally applicable to companies and providers of software-as-a-service and communications solutions. Such obligations shall not be construed to create any obligation on INTERACTIVE 3G to comply with laws or regulations that apply only to specific activities of any other type or particular industry (such as insurance, legal advice, banking services, professional services, public services, etc.).

3. Definitions and Interpretation

Agreement: means, collectively, the Specfic Terms of the INTERACTIVE 3G Service Agreement, these Terms and Conditions, all other attachments set forth in the Specific Terms, the Service Attachments and any subsequent attachments or amendments.

Confidential Information: means any information (whether in oral, written or electronic form) communicated by one Party to the other Party, before or after the signing of this Agreement, relating to discussions held between the Parties with respect to the provision of Services, or any details relating to the activities of either Party that may reasonably be considered to be of a confidential nature, including information relating to each Party’s technology, know-how, Intellectual Property Rights, information security controls, processes and policies, assets, finances, strategy, products and customers.

Content: means a Message, including a text Message or binary Message, executable code or any multimedia Message comprising text, audio or video clips, numerals, symbols, animation, graphic illustrations, photographs and other materials in digital electronic format, provided by the Customer, contained in a Message (SMS Message, Email Message, OTT Message, RCS Message, Conversational Message, MMS Message, Certified SMS Message, Certified Email Message, voice Message, video Message, etc. ) sent by the Customer through the use of the Services, as well as any Content that the Customer transfers to INTERACTIVE 3G.

Customer: means an individual or legal entity that enters into a contract for the provision of Services with INTERACTIVE 3G and thereby becomes subject to these Terms and Conditions, together with all documents comprising the Agreement.

Data Protection Addendum: means the data protection addendum identifying certain respective rights and obligations of the Parties with respect to personal data and privacy under the Agreement.

End User: any authorized subscriber of any Customer’s mobile and online Services or any recipient of a Customer Message over an Operator’s network to which INTERACTIVE 3G is connected in any way.

Force Majeure: is any event or sequence of events beyond the reasonable control of a Party that prevents or delays the performance of its obligations under the Agreement.

INTERACTIVE 3G Platforms (or Sirocco Platform): means the electronic communications Services operated by INTERACTIVE 3G that enable the Customer to provide its Service over an Operator’s mobile telecommunications network and is defined by the technology infrastructure between the point of interconnection of the Operator’s network on one side and the point of interconnection with the Customer or its technology provider’s system on the other side.

Message: means a Message consisting of numerals and/or text, and/or audio and/or video or other media, created by the Customer and/or an End User and transmitted through the INTERACTIVE 3G Sirocco Platform to an End User or which is created by an End User on its mobile terminal and transmitted over the networks of telephone Operators through the INTERACTIVE 3G Sirocco Platform.

Operator (or Network Operator): means any telecommunications operator, aggregator, Internet Service Provider (ISP) or OTT instant messaging service provider connected through the INTERACTIVE 3G Platforms.

Party: means the INTERACTIVE 3G entity signatory to this Agreement and the Customer, when either is referred to individually and collectively, the «Parties». Reference to a Party includes that Party’s successors and permitted assignees;

Regulator: means any local, national or multinational agency, department, officer, parliament, public or statutory person or any governmental or professional body, regulatory or supervisory authority;

Related Entity: means an entity that, with respect to any Party, directly or indirectly, controls, is controlled by or is under common control with such Party. For the purposes of this definition, «control» means that an enterprise (1) has the power to exercise more than 50% of the voting rights for the election of directors of another enterprise or (2) owns more than 50% of the capital of such other enterprise.

Services: means the right to access the INTERACTIVE 3G Platforms, pursuant to which the Customer may send, receive or distribute any Message over an Operator’s mobile telecommunications network or other network to or from End Users, at the Customer’s option, including such other additional or related Services as may be described in the applicable Service Schedule.

Service Addendum: means the written request to order one or more Services, signed by both Parties. Also referred to as «Addendum».

User (or Authorized User): a person authorized by the Customer to access and use the Services on behalf of the Customer.

For purposes of interpretation of this Agreement and specifically in relation to the foregoing definitions words defined in the singular shall be deemed to include the plural and vice versa.

Any words following «includes», «include», «including», «in particular» or any other similar words and expressions shall be construed for illustrative purposes only and shall not limit the meaning of any word, phrase, term, definition or description preceding such words.

Reference to «writing» includes any method of reproducing words in legible and permanent form (including electronic mail).

Reference to specific legislation is a reference to that legislation as regulated, extended, amended or consolidated from time to time and reference to legislation includes all legislation subordinate to the date of the Agreement under that legislation.

 

4. Terms of Use

The Customer accepts and agrees that all use of the Services shall be subject to the following conditions:

a) The Customer accepts and agrees that, irrespective of any relationships between the Customer and third parties, hereinafter referred to as contractors, the Customer shall be deemed to be the sole sender of Messages originating from its Customer account.

b) It is the Customer’s responsibility that all rights, authorizations, licenses, consents and permissions required under applicable law have been obtained or granted prior to sending any Message or providing any Content.

c) The Customer must refrain from using the Services to send unsolicited Messages, as such Messages may be in violation of applicable law or the Operator’s policies.

d) The Customer must use the Services in accordance with the policies of each Operator, as well as the instructions for use and other policies and guidelines provided by INTERACTIVE 3G.

e) The Customer is responsible for ensuring that the Content submitted (i) is free of viruses and devoid of other harmful code such as Trojan horses and worms; (ii) is in the agreed format; and (iii) cannot affect or jeopardize the Services provided through the infrastructure, systems, network, Services of INTERACTIVE 3G, INTERACTIVE 3G’s , subcontractors, or other customers.

f) It is the Client’s responsibility that Users comply with the Terms set forth in this Agreement. In any event, the Client shall be fully responsible for the acts and omissions of the Users. The Services included in the Agreement may only be used by Authorized Users. While accessing the Services, these Authorized Users shall at all times be employees or contractors of the Customer or Authorized Affiliates.

g) Customer shall maintain records to evaluate its use of the Service and to ensure compliance with this Agreement. To this end, Customer shall maintain a list of Authorized Users and ensure that Authorized Users’ individual accounts are not shared or used by more than one individual simultaneously.

h) Customer shall maintain the confidentiality of account information, including passwords and other access information, and Authorized Users’ use of the Service in accordance with the terms of this Agreement

i) The Customer is responsible for the actions and omissions of Authorized Users and Affiliates and must ensure their knowledge of and adherence to the obligations and restrictions set forth in the Agreement.

5. Suspension

INTERACTIVE 3G may suspend the Customer’s use of the Services immediately and without notice if: a) there are reasonable grounds to believe that the Customer has been using the Services improperly, in breach of the Agreement or in violation of law, b) the Service or INTERACTIVE 3G’s technical infrastructure may be at risk because the Customer has exceeded the agreed transaction volumes without prior notice to INTERACTIVE 3G or c) INTERACTIVE 3G receives a request from an Operator or Regulator to terminate or suspend delivery of Messages.

In the event of non-payment of outstanding amounts, INTERACTIVE 3G reserves the right to suspend the Service if payment or commitment thereof is not received within five (5) business days of notification of such circumstance. Suspension for the reason set forth herein shall not relieve Customer of its obligation to pay all amounts due under the Agreement for the remainder of the Term.

The Service may, at INTERACTIVE 3G’s sole discretion, be modified or discontinued, in which case INTERACTIVE 3G agrees to provide 30 (thirty) days prior written notice to the Customer of any such change. If the Customer believes that the modification adversely affects the Customer in any way, the Customer may, by notice, terminate the Agreement with respect to the affected Services upon ten (10) business days’ notice. Discontinuance of the Service does not relieve Customer of its obligation to pay all amounts due under the Agreement for the remainder of the term.

6. Support

The Services contracted by the Customer from INTERACTIVE 3G include Support Services which, unless otherwise indicated in the Particular Conditions or in the Annexes, will be provided under the following conditions:

a) Support Services are available during INTERACTIVE 3G’s business hours, Monday through Thursday from 9:00 am to 6:00 pm, and on Fridays from 9:00 am to 3:00 pm. Support Services are not available on weekends or public holidays in the location where INTERACTIVE 3G offices are located.

b) Requests for assistance must come from the Customer’s designated representatives and must be sent to the e-mail address soporte@interactive3g.com or, if applicable, to the address indicated in the Specific Terms or in the Annexes.

c) In the event that urgent assistance is required, the Customer’s representatives may contact the Support Service by telephone, both outside and within the business hours established in the previous sections. If, at the discretion of INTERACTIVE 3G, the support request cannot be classified as urgent, the Support Service may refuse to treat it as such and may postpone its resolution until the beginning of the next Service time slot.

d) INTERACTIVE 3G is under no obligation to respond to support requests from entities or individuals other than those specified in the Agreement.

7. Payment for Services

Remuneration to INTERACTIVE 3G for the Services provided to the Customer shall be as specified in the Service Schedule or any other document of the Agreement.

Charges for traffic, fixed charges, recurring items, additional Services and any other agreed upon items shall be invoiced at the beginning of the month following the month to which the corresponding charges are to be charged. Invoices shall be payable 30 days from the date indicated on the invoice, unless other payment terms have been agreed upon.

SMS Messages are charged per SMS Message sent. Each Message is a set of alphanumeric characters of up to 160 characters when using the GSM alphabet and up to 70 characters in the case where the text used uses special characters requiring the use of Unicode. If the text or Content sent by the Customer exceeds these limits, the Customer will be billed for each additional part into which the SMS must be separated in order to be sent as a concatenated SMS. In this case, each additional part may have length limitations shorter than those expressed in the preceding paragraph to allow the signaling of the multiple parts to be sent. INTERACTIVE 3G will invoice the full unit price for each Message or partial part. Messages will be billed to the Customer upon authentication of the Customer’s account on the Service when the Message is attempted to be sent to the Operator, regardless of the result of the sending.

INTERACTIVE 3G may make price adjustments as a result of price increases charged by Carriers or subcontractors or changes in currency exchange rates upon thirty (30) days prior notice from INTERACTIVE 3G.

INTERACTIVE 3G may change the rates for international SMS Messages immediately and the change will be effective upon notice to the Customer.

8. Warranties

INTERACTIVE 3G warrants that the Service will perform as described in the Service description as long as it is used in accordance with the Agreement.

The Services may be subject to delays, interruptions, errors or other problems resulting from the use of the Internet or public electronic communications networks used by the Parties or third parties. The Customer acknowledges that such risks are inherent in the communications services and that INTERACTIVE 3G shall not be liable for any such delays, interruptions, errors or other problems.

The Customer acknowledges that INTERACTIVE 3G assumes no responsibility or liability for the content of Messages sent by the Customer.

9. Customer Obligations

The Customer, Authorized Users and, where applicable, Authorized Affiliates shall at all times comply with all applicable laws, rules and regulations relating to the use of the Services, including laws relating to privacy, personal data protection and the use of telecommunications systems and networks, as well as with all provisions set forth in the Agreement.

The Customer shall cooperate with INTERACTIVE 3G in all matters relating to the provision of the Services as part of the Agreement:

• • by providing such truthful and detailed information as INTERACTIVE 3G may reasonably require in order to provide the Services, including the Customer’s representation and contact details as well as any changes that occur in relation to such information.
  • notifying INTERACTIVE 3G of any situation originating in the Client’s systems that may have an impact on the contracted Services.
  • providing any information that may have been requested to INTERACTIVE 3G by the Regulator or any of the Operators through which the Service is provided.
  • ensuring that the Client’s systems are subject to security controls, in accordance with good industry practices, to maintain the integrity of access to the Services and the INTERACTIVE 3G Platform.

The Customer shall assume responsibility for and hold INTERACTIVE 3G harmless against claims, actions, proceedings, losses, damages, expenses and costs against INTERACTIVE 3G imposed by an Operator, the Regulator or any third party arising out of the Customer’s breach of this Agreement, including its attached documents. Specifically, the Customer shall be liable for any damages claimed against INTERACTIVE 3G as a result of the Customer’s failure to comply with its obligation not to send unsolicited Messages in contravention of applicable law.

10. SMS terms

The sending of SMS campaigns will require the establishment of the following compliance requirements in order to be qualified as valid for execution:

1. 1. INTERACTIVE 3G offers a service for sending transactional SMS (OTP, 2FA) called SIROCCO or SMSCONNECT that allows sending transactional messages to end users after they opt in. The SIROCCO/SMSCONNECT service guarantees optimal delivery times for use cases where the end user enters his/her mobile number on a web page to perform document signature operations, second authentication factor, etc.
   2. The SMS Service can be cancelled by the End User at any time by sending the text «STOP» to the short code from which the Messages are received. As soon as the cancellation Message is received, INTERACTIVE 3G will send the End User an SMS Message confirming the unsubscription. The End User will not receive any further SMS Messages from the program until he/she has signed up in the program in the same manner as he/she did the first time he/she gave his/her consent.
   3. If the End User requires assistance in relation to the SMS Messages received, he/she may send an SMS Message with the keyword «HELP» for assistance. Alternatively, he/she may contact directly the support e-mail address: soporte@interactive3g.com.
   4. Carriers are not liable for delayed or undelivered Messages
   5. Message and data rates may apply for any Messages received and/or sent by the End User. Message frequency varioes. Should the End User wish to know the costs that may apply, he/she should contact his/her mobile Operator.
   6. Please refer to our Privacy Policy to resolve any privacy issues.

In summary, INTERACTIVE 3G offers its Customers the option to communicate with the end Users of its Services. Message frequency varies. Message and data rates may apply. Text HELP to [short number] for help. Reply STOP to cancel Service. Carriers are not responsible for any delays or undelivered Messages. You may refer to our Privacy Policy to resolve any privacy issues.

11. Intellectual and Industrial Property

All Intellectual and Industrial Property rights of the Services belong to and shall remain the property of INTERACTIVE 3G. Access to the INTERACTIVE 3G portal is granted in SaaS mode via the Internet. INTERACTIVE 3G grants the Customer a personal, non-exclusive, non-transferable right to use the INTERACTIVE 3G portal solutions, as well as a non-exclusive, non-transferable license right to use the API (including associated documentation) that allows the Customer’s systems to interact with the INTERACTIVE 3G Messaging Platform.

Customer may store or transmit its data using the Services that are part of the Agreement. Customer grants to INTERACTIVE 3G a royalty-free, non-transferable, non-exclusive license to INTERACTIVE 3G and each of its direct and indirect subcontractors, to use, copy and otherwise use Customer’s data and Customer’s systems to the extent necessary to perform or provide the Services or to exercise or fulfill INTERACTIVE 3G’s rights, remedies and obligations under the Agreement. Uploading Content or otherwise providing Content by Customer through the use of the Services shall not constitute an assignment of such Content to INTERACTIVE 3G.

Except for such rights as may be expressly granted in the Agreement, Customer, any Affiliate of Customer and its direct and indirect subcontractors, shall not acquire in any manner whatsoever any title, ownership rights or Intellectual and Industrial Property Rights of any nature in the Services or any portion thereof.

INTERACTIVE 3G shall indemnify Customer for any loss, damage, liability, costs and expenses (including professional fees) incurred as a result of any action, suit or claim in the event that Customer’s use of or access to the Agreement Services has infringed the Intellectual Property Rights of any third party (an IPR Claim) provided that Customer:

• • notifies INTERACTIVE 3G of such situation as soon as reasonably possible,
  • does not admit any liability or agree to any settlement or compromise of the IPR Claim without the prior written consent of INTERACTIVE 3G,
  • permit INTERACTIVE 3G, upon your request and at your expense, to conduct such negotiations or litigation as it deems to arise out of the IPR Claim.

12. Confidentiality

The Parties may not use or communicate to any person, during or after the Term of this Agreement, any Confidential Information except for the purposes of administration and performance of the rights or obligations acquired by the Parties under this Agreement or required by law or regulation.

The Parties shall maintain and treat as confidential the Confidential Information belonging to the other Party with a level of diligence at least equivalent to that which they would use for the protection of their own Confidential Information.

Information shall not be considered as Confidential Information:

a) already in the possession of the receiving Party without being subject to any obligation of confidentiality;
b) legitimately acquired by the receiving Party from a third party not related to this Agreement, when there has been no breach of any confidentiality obligation;
c) already in the public domain without any breach of the Agreement.

13. Breach of Agreement

Failure by a Party to comply with its obligations under the Agreement shall constitute a breach of the Agreement. The Responsible Party shall, at its own expense, remedy the breach without undue delay.

Each Party shall be fully responsible for the acts and omissions of its subcontractors, employees, officers and agents, as if they were its own acts and omissions. For further clarification, INTERACTIVE 3G shall not be liable for the acts or omissions of the Telecommunications Carriers or Network Operators.

The Responsible Party shall indemnify the Affected Party for the economic damages it has suffered as a result of the breach of the Agreement, within the limits set forth in clause 13.

Each Party shall notify the other Party of any breach of the Agreement as soon as possible and, in any event, no later than seven (7) days from the occurrence of the incident in respect of which the possible breach is alleged.

14. Limitation of Liability

Neither Party shall be liable to the other for indirect, consequential, special, punitive or exemplary damages (including damages for loss of data or revenue or loss of profits) whether or not foreseeable, arising out of or in connection with this Agreement, whether such liability arises from breach of the Agreement, tort, breach of warranty or otherwise, and whether or not the Party had prior knowledge of the possibility of such damages.

This exclusion of liability shall not apply to damages attributable to (i) breaches of clause 12 (Confidentiality); (ii) damages attributable to gross negligence or wilful misconduct; (iii) the liability of the Parties under clause 11 (Intellectual or Industrial Property); (iv) damages attributable to the Customer’s use of the Service or Content on the Service contrary to the terms of third party suppliers.

INTERACTIVE 3G shall not be liable to the Customer, the Users or any third party for:

a) errors or delays beyond the reasonable control of INTERACTIVE 3G, including general Internet or line delays, power outages or failures in any equipment or network;
b) errors caused by Customer’s systems or by Customer’s acts or negligence or omissions on its part, which shall be the sole responsibility of Customer.

The maximum aggregate liability payable to either Party by the other shall in no event exceed the remuneration paid by the Customer in any period of 12 consecutive months preceding the date of the claim, excluding the Operator’s remuneration for the Customer’s Message operations.

Neither Party shall be liable for any of the following (whether direct or indirect):

a) loss of profits,
b) destruction, loss of use or corruption of data,
c) loss of opportunity,
d) loss of savings, discounts or rebates (whether actual or anticipated),
e) damage to reputation or loss of goodwill.

INTERACTIVE 3G shall not be liable for any breach, delay or failure to perform under the Agreement to the extent that such situation was caused by Customer’s breach of the Agreement or arising out of any Force Majeure event.

15. Validity, Renewal and Termination of the Agreement

The Agreement shall take effect on the date of entry into force indicated. Its length shall be the duration indicated in the Agreement, after which the Agreement shall be automatically renewed unless either Party indicates its intention to terminate the Agreement by giving at least three (3) months’ written notice or in accordance with the provisions of the Specific Terms of Service.

Either Party may terminate the Agreement if the other Party is in material breach of the Agreement and fails to remedy such breach within thirty (30) days after the defaulting Party has been notified by the other Party to that effect. The Agreement may be terminated by INTERACTIVE 3G if the Customer fails to make a stipulated payment when due and does not remedy such default within thirty (30) days of receiving notice of such default.

Either Party may terminate the Agreement by giving written notice to the other Party if the other Party becomes insolvent or is unable to pay its debts when due or is subject to voluntary or compulsory liquidation proceedings.

Upon termination or termination of the Agreement, the rights granted by INTERACTIVE 3G to the Customer under the Agreement shall terminate and the Customer (and Authorized Affiliates) shall cease to use the Services, pay any fees due and to be payable.

Prior to termination of the Agreement, the Customer shall be given sufficient access to data transferred to INTERACTIVE 3G’s systems during the Customer’s use of the Services to enable the Customer to retrieve the data prior to the termination date.

Should the Customer require additional access or transfer capability after termination of the Agreement, INTERACTIVE 3G may provide limited access to such data for 30 days following termination, if requested by the Customer. At the end of this period, INTERACTIVE 3G will delete the Customer’s data.

16. Notices

Any notice, request or other communication to be given in connection with the Agreement shall be in writing (including by e-mail) and shall be deemed to have been duly given if delivered by hand, by post or by e-mail to the address of the other Party set out in the Particular Conditions.

In the event of a change in the contact details, the relevant Party shall notify the other Party in writing of the change at least ten (10) calendar days prior to the date on which the change is to take effect. If the Party fails to notify the change in the manner provided for in this clause, all notifications sent to the contact details set forth in the Particular Conditions shall be deemed to have been validly effected.

17. Independent Contracting Parties

The terms of the Agreement do not imply the establishment of a joint venture, partnership, employment or franchise relationship between the Parties. Both Parties execute and perform the Agreement independently as autonomous entities. Neither Party shall have, nor represent that it has, any authority to enter into commitments on behalf of the other Party. In no event shall this Agreement be construed as limiting INTERACTIVE 3G’s marketing or distribution activities to third parties.

 

18. Assignment

Either Party may assign its rights and obligations under the Agreement to any Related Entity without the prior written consent of the other Party. The assigning Party shall remain jointly and severally liable together with the Related Entity to which the contract is assigned, unless the other Party expressly waives such joint and several liability in writing.

 

19. Changes to the Agreement

INTERACTIVE 3G may modify these Terms and Conditions, of which it will duly notify the Customer. The Customer will be deemed to have accepted the modifications if no objection has been submitted to INTERACTIVE 3G within 30 days of notification.

No amendment to our Agreement will be valid or effective unless it is an update made in accordance with the Agreement. Amendments must be in writing, refer to the Agreement and be duly signed by each of the Parties.

 

20. Force Majeure

In no event shall a Party be liable to the other Party for any delay or failure to perform under this Agreement if the delay or failure is due to causes beyond such Party’s reasonable control, such as governmental restrictions, orders of stock exchange or market regulators, strikes, sabotage, interruption of the Operator’s network or Internet service, power outages, epidemics, floods, earthquakes, fires or other natural disasters. In such an event, the Parties agree to use their best efforts to remedy the delay or default.

To invoke Force Majeure as provided in this clause, the Party invoking Force Majeure shall notify the other Party in writing within five (5) days of the occurrence of the Force Majeure.

If the Morce Majeure lasts for a continuous period of more than two (2) months, either Party may terminate this Agreement by giving fourteen (14) calendar days’ written notice to the other Party.

 

21. Applicable Law and Jurisdiction

This Agreement shall be governed by the laws of Spain (excluding its conflict of law rules).

If any provision of the Agreement (or part of a provision) is or becomes illegal, void or unenforceable, the legality, validity and enforceability of any other provision of our Agreement shall not be affected.

Disputes or controversies arising in connection with the Agreement shall be settled by good faith negotiations. If an agreed settlement cannot be reached, the dispute or controversy shall be submitted to the jurisdiction of the competent court of INTERACTIVE 3G’s domicile.

Last modified: September 2023